STOCK
PURCHASE AND SALE AGREEMENT


          THIS
STOCK PURCHASE AGREEMENT (“Agreement”) is entered into this
1st day of December, 2005, by and among Bridger Web, Inc. (hereinafter referred
to as “Seller” and/or “Company”), a Montana corporation, and IC Places, Inc.
(hereinafter collectively referred to as “Buyer”), a Florida corporation.


          WHEREAS,
the Seller is in the business of designing Internet web pages; and 


          WHEREAS,
Luke Martin and Kevin McNew own all of the interests of Seller/Company,
including all shares of outstanding common stock; and


          WHEREAS,
Seller desires to sell the shares of the Company to Buyer, and Buyer desires to
purchase the shares of the Company, which comprise substantially all of the
Company’s assets, upon the terms and conditions set forth herein.


          NOW,
THEREFORE, in consideration of the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, and subject
to the accuracy of the representations and warranties of the parties, the
parties hereto agree as follows:


I. 

SALE AND PURCHASE OF THE SHARES  


1.1     Sale
and Purchase. Subject to the terms and conditions hereof,
at the Closing (as defined in paragraph 1.2 below), Seller agrees to sell,
assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase
from Seller 50,000 Shares of the Company’s Common Stock, which shall constitute
100% of the issued and outstanding Shares of Common Stock of the Company.


1.2     Closing.
The purchase shall be consummated at a closing (“Closing”) to take place at on
611 Campus #380, oklando FC the 16 day of December, 2005, or
at such other time as may be mutually agreed upon by the parties.


1.3     Purchase
Price. The aggregate purchase price (“Purchase Price”)
for the sale of the Company to IC Places, Inc. shall be equal to $600,000.00
dollars in common shares of IC Places, Inc. The amount of shares comprising the
$600,000.00 purchase price will be calculated at the average price of the
shares of IC Places, Inc. during the first three weeks (15 business days) that
its stock is publicly traded. Thus, Closing cannot take place until at least
fifteen business days after IC Places, Inc. stock begins public trading. The
Seller shall receive the shares of IC Places, Inc. stock by the physical
delivery of certificates representing the shares to Mr. Martin and Mr. McNew at
the Closing set forth above. IC Places, Inc. will likewise receive the shares
of the Company at the time of Closing by delivery of certificates representing
the shares of the Company.


1.4     Sellers
Programming Commitment. After the transaction set forth
above has been completed, Seller agrees to allocate up to 40 hours per month to
IC Places, Inc., for two years from the date of Closing. Any additional time
requested by IC Places, Inc. would be bid on or billed at a reduced rate of
$30/hour.


          (a)     The
Forty (40) hours of programming work allocated may be adjusted depending on the
value at the time of IC Places Common Stock as set forth below.







          Assuming
the value of the stock is greater than $300,000 or has not declined by more
than 50% Seller would work the full 40 hours per month at no cost to IC Places,
Inc. Each percentage decline below $300,000 would reduce the 40 free hours by
one half percent. Example: if the stock was worth $200,000 or 33% below
$3000,000 Seller will reduce the hours by one half of 33%, or 16.5%, making the
total hours of free labor approximately 33 and a half. If the total value of
the stock is worth less than $35,000 Seller will not be required to provide any
free labor.


          The
following chart sets forth how the adjustment will occur.


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Value

  Of

  	
   

  	
  Percentage Decline In

  Value Below $300,000

  	
   

  	
  Percentage

  Decline in Hours

  	
   

  	
  Hourly Commitment

  Per Month

  
	
  

  	
   

  	
  

  	
   

  	
  

  	
   

  	
  


	
  $

  	
  300,000

  	
   

  	
   

  	
  0.00

  	
  %

  	
   

  	
  0.00

  	
  %

  	
   

  	
  40

  	
   

  
	
  $

  	
  250,000

  	
   

  	
   

  	
  16.67

  	
  %

  	
   

  	
  8.33

  	
  %

  	
   

  	
  36.67

  	
   

  
	
  $

  	
  200,000

  	
   

  	
   

  	
  33.33

  	
  %

  	
   

  	
  16.67

  	
  %

  	
   

  	
  33.33

  	
   

  
	
  $

  	
  150,000

  	
   

  	
   

  	
  50.00

  	
  %

  	
   

  	
  25.00

  	
  %

  	
   

  	
  30.00

  	
   

  
	
  $

  	
  100,000

  	
   

  	
   

  	
  66.67

  	
  %

  	
   

  	
  33.33

  	
  %

  	
   

  	
  26.67

  	
   

  
	
  $

  	
  50,000

  	
   

  	
   

  	
  83.33

  	
  %

  	
   

  	
  41.67

  	
  %

  	
   

  	
  23.33

  	
   

  
	
  $

  	
  35,000

  	
   

  	
   

  	
  —

  	
   

  	
   

  	
  —

  	
   

  	
   

  	
  0.00

  	
   

  



1.5     Other
Agreements. At the Closing, the indicated parties shall
execute and deliver the following additional Agreements.


II.



REPRESENTATIONS
AND WARRANTIES


2.1     Representations
and Warranties of Seller. Seller represents and warrant
to Buyer as follows:


          (a)     Title to the Shares. At Closing, Mr.
Martin and Mr. McNew shall own an aggregate of 50,000 Shares of Common Stock in
the Company (the “Shares”), free and clear of all liens, encumbrances, pledges,
claims, options, charges and assessments of any nature whatsoever, with full
right and lawful authority to transfer the Shares to Buyer. No person has any
preemptive rights or rights of first refusal with respect to any of the Shares.
There exists no voting Agreement, voting trust, or outstanding proxy with
respect to any of the Shares. There are no outstanding rights, options,
warrants, calls, commitments, or any other Agreements of any character, whether
oral or written, with respect to the Shares.


          (b)     Organization. The Company is a
corporation, validly existing and in good standing under the laws of the state
of Montana. The Company has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business. The Company is
duly qualified and in good standing in each jurisdiction where its ownership of
property or operation of its business requires qualification.


          (c)     Authorized Capitalization. The
authorized capitalization of the Company consists of 50,000 shares of capital
stock with a par value $.00 of which 0 shares have been issued and are
outstanding. The Shares have been duly authorized, validly issued, are fully
paid and non-assessable with no personal liability attaching to the ownership
thereof and were offered, issued, sold and delivered by the Company in
compliance with all applicable state and federal laws.


STOCK PURCHASE AGREEMENT 

BRIDGER WEB, INC. 

PAGE 2







          (d)     Authority. Seller has full power and
lawful authority to execute and deliver the Shares and to consummate and
perform the transaction contemplated hereby. This Agreement constitutes (or
shall, upon execution, constitute) a valid and legally binding obligation upon
Seller, enforceable in accordance with its terms. Neither the execution and
delivery of this Agreements by Seller or the consent hereto by Company, nor the
consummation and performance of the transaction contemplated thereby, conflicts
with, requires the consent, waiver or approval of, results in a breach of or
default under, or gives to others any interest or right of termination,
cancellation or acceleration in or with respect to, any Agreement by which
Seller/Company is a party or by which Seller or the Company or any of their
respective properties or assets are bound or affected.


          (e)     No Undisclosed Liabilities. For the
reasons set out above, there are no liabilities for which the Company is liable
or will become liable in the future.


          (f)     Authorizations. The Company has no
licenses, permits, approvals and other authorizations from any governmental
agencies and any other entities that are necessary for the conduct of its
business.


          (g)     No Litigation. There are no actions,
suits, claims, complaints or proceedings pending or threatened against the
Company, at law or in equity, or before or by any governmental department,
commission, court, board, bureau, agency or instrumentality; and there are no
facts which would provide a valid basis for any such action, suit or
proceeding. There are no orders, judgments or decrees of any governmental
authority outstanding that specifically apply to the Company or any of its
assets.


2.2
     Representations and Warranties of Buyer. Buyer
represents and warrants to Seller as follows:


          (a)     Authority. Buyer has full power and
lawful authority to execute this Agreement and to consummate and perform the
transaction contemplated hereby. The Agreement constitutes (or shall, upon
execution, constitute) a valid and legally binding obligation upon Buyer,
enforceable in accordance with their terms. Neither the execution and delivery
of the Agreement by Buyer, nor the consummation and performance of the
transaction contemplated hereby, conflicts with, requires the consent, waiver
or approval of, results in a breach of or default under, or gives to others any
interest or right of termination, cancellation or acceleration in or with
respect to, any Agreement by which Buyer are party or by which Buyer or any of
their properties or assets are bound or affected.


          (b)     Investment Intent. Buyer is acquiring
the Shares for its own account, for investment purposes only, and with a view
to the sale or distribution of any part thereof, and Buyer has a present
intention of selling, granting participation in, or otherwise distributing the
same provided however that nothing represented hereby shall be interpreted as
to preclude Buyer from engaging in and making the transfers necessary to
accomplish a re-organization of the Company subsequent to closing. Buyer
understands the specific risks related to an investment in the Shares,
especially as it relates to the financial performance of the Company.


STOCK PURCHASE AGREEMENT 

BRIDGER WEB, INC. 

PAGE 3







III.


COVENANTS


3.1     Covenants
of Seller. Seller covenants and agrees that from the date
hereof to the Closing without the prior written consent of Buyer:


          (a)     Ordinary Course of Business. Seller
will operate the business of the Company only in the ordinary course and will use
their best efforts to preserve the Company’s business, organization, goodwill
and relationships with persons having business dealings with them.


          (b)     Maintain Books. Seller will cause the
Company to maintain its books, accounts and records in the usual, regular
ordinary and sound business manner and in accordance with generally accepted
accounting principles applied on a basis consistent with past practices.


          (c)     No Amendments. Seller will not permit
the Company to amend its corporate charter or bylaws (or similar documents)
without prior consent of Buyer and will cause the Company to maintain its
corporate existence, licenses, permits, powers and rights in full force and
effect.


          (d)     No Disposition or Encumbrance. Seller
will not permit the Company to (1) dispose of or encumber any of its properties
and assets, (2) discharge or satisfy any lien or encumbrance or pay any
obligation or liability (fixed or contingent) except for previously scheduled
repayment of debt, (3) cancel or compromise any debt or claim, (4) transfer or
grant any rights under any concessions, leases, licenses, agreements, patents,
inventions, proprietary technology or process, trademarks, service marks or
copyrights, or with respect to any know-how, or (5) enter into or modify in any
material respect or terminate any existing license, lease, or contract.


          (e)     No Securities Issuances. Seller will
not permit the Company to issue any shares of any class of capital stock, or
enter into any contract, option, warrant or right calling for the issuance of
any such shares of capital stock, or create or issue any securities convertible
into any securities of the Company except for the transaction contemplated
herein.


IV. 


CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE


The obligation of Buyer to close the Transaction
contemplated hereby is subject to the fulfillment by Seller prior to Closing of
each of the following conditions, which may be waived in whole or in part by
Buyer:


4.1     Compliance
with Representations Warranties and Covenants. The
representations and warranties of Seller/Company contained in this Agreement
shall have been true and correct when made and shall be true and correct as of
the Closing with the same force and effect as if made at the Closing.
Seller/Company shall have performed all Agreements, covenants and conditions
required to be performed by it prior to the Closing.


STOCK PURCHASE AGREEMENT 

BRIDGER WEB, INC. 

PAGE 4







4.2     No
Legal Proceedings. No suit, action or other legal or
administrative proceeding before any court or other governmental agency shall
be pending or threatened seeking to enjoin the consummation of the transaction
contemplated hereby.


4.3     Documents
to be Delivered by Seller/Company. Seller shall have
delivered the following documents:


          (a)     Stock
certificates representing all of the Shares, duly endorsed to Buyer and in
blank or accompanied by duly executed stock powers with medallion;


          (b)     A
copy of (I) the Certificate of Incorporation of the Company, certified as
correct by the Company; and (ii) the Bylaws of the Company certified as correct
by the Company (iii) a Certificate of Good Standing dated within 30 days of the
date of closing;


          (c)     All
corporate and other records of or applicable to the Company included but not
limited to, current and up-to-date minute books, stock transfer books and
registers, books of account, leases and material contracts; and


          (d)     Such
other documents or certificates as shall be reasonably required by Buyer or its
counsel in order to close and consummate this Agreement.


V.


CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER TO CLOSE 


The obligation of Seller/Company to close this
transaction are subject to the fulfillment prior to Closing of each of the
following conditions, any of which may be waived in whole or in part by
Seller/Company:


5.1     Compliance
with Representations, Warranties and Covenants. The
representations and warranties made by Buyer in this Agreement shall have been
true and correct when made and shall be true and correct in all material
respects at the Closing with the sales force and effect as if made at the
Closing, and Buyer shall have performed all Agreements, covenants and
conditions required to be performed by Buyer prior to the Closing.


5.2     No
Legal Proceedings. No suit, action or other legal or
administrative proceedings before any court or other governmental agency shall
be pending or threatened seeking to enjoin the consummation of the transaction
contemplated hereby.



STOCK PURCHASE AGREEMENT 

BRIDGER WEB, INC. 

PAGE 5






5.3     Payments/Documents
to be Delivered by Seller/Company. Buyer shall have
delivered the following documents:


          (a)     Stock
certificates representing the Shares of IC Places, Inc., in number as set forth
in Section 1.3 herein, duly endorsed to Luke Martin and Kevin McNew and in
blank or accompanied by duly executed stock powers with medallion;


          (b)     A
copy of (I) the Certificate of Incorporation of IC Places, Inc., certified as
correct by the Company; and (ii) the Bylaws of IC Places, Inc. certified as
correct by IC Places, Inc. (iii) a Certificate of Good Standing for IC Places,
Inc. dated within 30 days of the date of closing;


          (c)     Such
other documents or certificates as shall be reasonably required by Seller or
its counsel in order to close and consummate this Agreement.


VI.



MODIFICATION,
WAIVERS, TERMINATION AND EXPENSES


6.1     Modification
and Waiver. This Agreement may not be amended, modified
or supplemented except by written agreement signed by the party against which
enforcement of the amendment, modification or supplement is sought. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provision. Buyer and Company/Seller may in writing extend
the time for or waive compliance by the other with any of the covenants or
conditions of the other contained herein. No waiver shall be binding unless
executed in writing by the party making the waiver.


6.2     Termination
and Abandonment. This Agreement may be terminated and the
purchase of the Shares may be abandoned before the Closing:


          (a)     By
the mutual consent of Seller/Company and Buyer;


          (b)     By
Buyer, if the representations and warranties of Seller/Company set forth herein
shall not be accurate, or the conditions precedent set forth in Article IV
shall have not have been satisfied, in all material respects; or


          (c)     By
Seller/Company, if the representations and warranties of Buyer set forth herein
shall not be accurate, or the conditions precedent set forth in Article V shall
not have been satisfied in all material respects.


Termination shall be effective on the date of receipt
of written notice specifying the reasons therefore.


VII.


MISCELLANEOUS


7.1     Representations
and Warranties to Survive. Unless otherwise provided, all
of the representations and warranties contained in this Agreement and in any
certificate, exhibit or other documents delivered pursuant to this Agreement
shall survive the Closing.


STOCK PURCHASE AGREEMENT 

BRIDGER WEB, INC. 

PAGE 6







7.2     Binding
Effect of the Agreement. This Agreement and the
certificates and other instruments delivered by or on behalf of the parties
pursuant thereto, constitute the entire Agreement between the parties. The
terms and conditions of the Agreement shall inure to the benefit of and be
binding upon the respective heirs, legal representatives, successor and assigns
of the parties hereto. Nothing in the Agreement, expressed or implied, confers
any rights or remedies upon any party other than the parties hereto and their
respective heirs, legal representatives and assigns. This Agreement and stock
certificates supersede all prior agreements, oral and written, between the
parties to this Agreement.


7.3     Applicable
Law/Attorney Fees. This Agreement is made pursuant to the
laws of the State of Montana. The parties agree that this Agreement is to be
construed and enforced according to the laws of the State of Montana and that
jurisdiction lies with the Eighteenth Judicial District Court, Gallatin County,
Montana. In the event that either party incurs costs and attorneys fees in
enforcing this Agreement, the prevailing party is entitled to reimbursement of
such costs and attorney fees.


7.4     Mediation.
The parties are committed to avoiding resort to the legal process if at all
possible. To this end, they agree to employ the services of an impartial
mediator(s) if they are unable to reach a timely agreement between themselves
in the event a dispute involving this agreement arises at any time in the
future.


7.5     Notices.
All notices, requests, demands and other publications
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, first class postage prepaid:


(a) If to Seller, to: 

Name: Luke Martin 

1627 W. Main St., #444 

Bozeman,MT 59715


(b) If to Buyer, to: 

Steven Samblis, Chairman 

1C Places, Inc.

611 Campus Street, Suite 380 

Celebration, Florida 34747


These addresses may be changed from time to time by
written notice to the other parties.


7.6     Headings.
The headings contained in this Agreement are for reference only and will not
affect in any way the meaning or interpretation of this Agreement.


7.7     Severability.
If any one or more of the provisions of this Agreement shall, for any reason,
be held to be invalid, illegal or unenforceable under applicable law this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. The remaining provisions of this
Agreement shall be given effect to the maximum extent then permitted by law.


STOCK PURCHASE AGREEMENT 

BRIDGER WEB, INC. 

PAGE 7







IN WITNESS WHEREOF,
the undersigned parties hereto have duly executed this Agreement on the date
first written above. 


	
   

  	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  

  
	
   

  	
  Buyer (IC Places, Inc.)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Steven Samblis, Chairman 

  IC Places, Inc. 

  611 Campus Street, Suite 380 

  Celebration, Florida 34747

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  



  
	
   

  	
  Seller (Bridger Web, Inc.)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Luke Martin

  
	
   

  	
   

  	
  1627 W. Main St., #444 

  Bozeman, MT 59715

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  

  
	
   

  	
  Seller (Bridger Web, Inc.)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kevin McNew

  
	
   

  	
   

  	
  1627 W. Main St., #444 

  Bozeman, MT 59715

  



STOCK PURCHASE AGREEMENT 

BRIDGER WEB, INC.

PAGE
8